OWL  uses the Earth's atmosphere as a vast calorimeter to fully enable the emerging field of charged-particle astronomy with high-statistics measurements of ultra-high-energy cosmic rays (UHECR) and a search for sources of UHE neutrinos and photons. Confirmation of the Greisen-Zatsepin-Kuzmin (GZK) suppression above approx. 4 x 10(exp 19) eV suggests that most UHECR originate in astrophysical objects. Higher energy particles must come from sources within about 100 Mpc and are deflected by approx. 1 degree by predicted intergalactic/galactic magnetic fields. The Pierre Auger Array, Telescope Array and the future JEM-EUSO ISS mission will open charged-particle astronomy, but much greater exposure will be required to fully identify and measure the spectra of individual sources. OWL uses two large telescopes with 3 m optical apertures and 45 degree FOV in near-equatorial orbits. Simulations of a five-year OWL mission indicate approx. 10(exp 6) sq km/ sr/ yr of exposure with full aperture at approx. 6 x 10(exp 19) eV. Observations at different altitudes and spacecraft separations optimize sensitivity to UHECRs and neutrinos. OWL's stereo event reconstruction is nearly independent of track inclination and very tolerant of atmospheric conditions. An optional monocular mode gives increased reliability and can increase the instantaneous aperture. OWL can fully reconstruct horizontal and upward-moving showers and so has high sensitivity to UHE neutrinos. New capabilities in inflatable structures optics and silicon photomultipliers can greatly increase photon sensitivity, reducing the energy threshold for n detection or increasing viewed area using a higher orbit. Design trades between the original and optimized OWL missions and the enhanced science capabilities are described.